Notice to the Annual General Meeting of UPM-Kymmene Corporation

UPM-Kymmene Corporation        Notice to general meeting         25 February 2022 at 9:00 EET

Notice to the Annual General Meeting of UPM-Kymmene Corporation

Notice is given to the shareholders of UPM-Kymmene Corporation of the Annual General Meeting to be held on Tuesday, 29 March 2022 starting at 14:00 (EEST) at Event Studio Eero, Töölönlahdenkatu 2, Helsinki, Finland. The Company's shareholders can participate and exercise their shareholder rights in the Annual General Meeting only by voting in advance and by submitting counterproposals and asking questions in advance in accordance with the instructions given in this notice and otherwise by the Company. It is not possible to attend the meeting in person.

In order to prevent the spread of the Covid-19 pandemic, the Annual General Meeting will be held without shareholders' and their proxy representatives' presence at the meeting venue. The Board of Directors of the Company has resolved on extraordinary measures for the meeting pursuant to the temporary legislative act (375/2021) which entered into force on 8 May 2021. This is necessary in order to ensure the health and safety of the shareholders, employees and other stakeholders of the Company as well as to organise the meeting in a predictable way allowing equal means for shareholders to participate while also ensuring compliance with the current restrictions set by the authorities. For these reasons, shareholders and their proxy representatives can participate in the meeting and use shareholder rights only by voting in advance and by submitting counterproposals and asking questions in advance. Further instructions can be found below in this notice in section C “Instructions for the participants of the Annual General Meeting”.

The shareholders and the public may follow the meeting through a webcast. Instructions regarding the webcast are available at www.upm.com/agm2022. Webcast starts on 29 March 2022 at 14:00 (EEST). It is not possible to ask questions or vote through the webcast. Following the webcast without voting in advance or issuing a proxy is not considered as participation in the Annual General Meeting. Shareholders are requested to note that the webcast will be held only if it can be arranged in compliance with all regulatory rules and restrictions imposed by the Finnish authorities due to the Covid-19 pandemic.

A. Matters on the agenda of the Annual General Meeting

1.        Opening of the meeting

2.        Calling the meeting to order

Johan Aalto, Attorney-at-law, will act as the Chair of the Annual General Meeting. If Johan Aalto is not able to act as Chair due to a weighty reason, the Board of Directors will nominate a person it deems most suitable to act as Chair.

3.        Election of person to scrutinise the minutes and to supervise the counting of votes

Anna Sahrakorpi, Attorney-at-law, will act as the person to scrutinise the minutes and supervise the counting of votes. If Anna Sahrakorpi is unable to act as the person to scrutinise the minutes and supervise the counting of the votes due to a weighty reason, the Board of Directors will nominate a person it deems most suitable to act as a person to scrutinise the minutes and supervise the counting of votes.

4.        Recording the legality of the meeting

5.        Recording the attendance at the meeting and adoption of the list of votes

The shareholders who have voted in advance in accordance with the instructions of this notice and who have the right to attend the meeting pursuant to Chapter 5, Sections 6 and 6a of the Finnish Limited Liability Companies Act will be recorded to have attended the meeting. The list of votes will be adopted according to the information provided by Euroclear Finland Oy.

6.        Presentation of the Financial Statements, the Report of the Board of Directors and the Auditor's Report for the year 2021

Since the Annual General Meeting may only be attended through advance voting, the Financial Statements, the Board of Directors' Report and the Auditor's Report, which will be published by the Company on 1 March 2022, are considered to have been presented to the Annual General Meeting. The Financial Statements, the Board of Directors' Report and the Auditor's Report are available on the Company's website at www.upm.com/agm2022 as of the abovementioned date.

7.        Adoption of the Financial Statements

8.        Resolution on the use of the profit shown on the balance sheet and the payment of dividend

The Board of Directors proposes that a dividend of EUR 1.30 per share be paid based on the balance sheet to be adopted for the financial year ending 31 December 2021. The dividend will be paid to a shareholder who is registered in the Company's shareholders' register held by Euroclear Finland Oy on the dividend record date 31 March 2022. The Board of Directors proposes that the dividend be paid on 7 April 2022.

9.        Resolution on the discharge of the members of the Board of Directors and the President and CEO from liability

10.        Adoption of the Remuneration Report

The Board of Directors proposes that the Annual General Meeting adopts the Remuneration Report for the year 2021.

Since the Annual General Meeting may only be attended through advance voting, the Remuneration Report for the year 2021, which will be published by a stock exchange release on 1 March 2022 and will be available on the Company's website at www.upm.com/agm2022 as of 1 March 2022, is considered to have been presented to the Annual General Meeting.

11.        Resolution on the remuneration of the members of the Board of Directors

The Board of Directors' Nomination and Governance Committee proposes that the remuneration of the Chair of the Board of Directors be raised, and that the Chair of the Board of Directors be paid an annual base fee of EUR 200,000 (previously EUR 195,000). The Board of Directors' Nomination and Governance Committee proposes that the remuneration of the Deputy Chair of the Board and the other members of the Board remains unchanged and that the Deputy Chair of the Board be paid an annual base fee of EUR 140,000 and other members of the Board EUR 115,000.

The Nomination and Governance Committee further proposes that the remuneration of the Remuneration Committee Chair be raised and other annual committee fees remain unchanged and that the members of the Board of Directors' committees be paid annual fees as follows:
• Audit Committee: Chair EUR 35,000 and members EUR 15,000
• Remuneration Committee: Chair EUR 27,500 (previously EUR 20,000) and members EUR 10,000
• Nomination and Governance Committee: Chair EUR 20,000 and members EUR 10,000.

The annual base fee is proposed to be paid in Company shares and cash so that approximately 40% will be payable in the Company shares to be purchased on the Board members' behalf, and the rest in cash. The Company will pay any costs and transfer tax related to the purchase of the Company shares. Shares thus purchased may not be transferred within two years from the purchase date or until the director's membership in the Board has ended, whichever occurs first. The annual committee fees are proposed to be paid in cash. If the term of a member of the Board of Directors terminates before the Annual General Meeting of 2023, the Board has a right to decide upon potential reclaim of the annual fees as it deems appropriate.

In addition, the Board of Directors' Nomination and Governance Committee proposes that travel and lodging expenses incurred from meetings held elsewhere than in a director's place of residence will be paid against invoice.

12.        Resolution on the number of members of the Board of Directors

The Board of Directors' Nomination and Governance Committee proposes that the number of members of the Board of Directors be resolved to be the current nine (9).

13.        Election of members of the Board of Directors

The Board of Directors' Nomination and Governance Committee proposes that the following incumbent directors be re-elected to the Board: Henrik Ehrnrooth, Emma FitzGerald, Jari Gustafsson, Piia-Noora Kauppi, Marjan Oudeman, Martin à Porta, Kim Wahl and Björn Wahlroos. The Nomination and Governance Committee further proposes that Topi Manner be elected as a new director to the Board. The directors will be elected for a one-year term and their term of office will end upon closure of the next Annual General Meeting. All director nominees have given their consent to the election.

Berndt Brunow has announced that he is not available for re-election.

The new director nominee Topi Manner (born 1974) is a Finnish citizen and holds a Master's degree in Economics and Business Administration from the University of Turku. Manner has been the President and CEO of Finnair Plc since 2019. Previously he has been a member of Nordea Group's Executive Management and Head of Personal Banking 2016-2018 and in various executive roles at Nordea 2006-2016. He is board member of Elisa Corporation, board member of Service Sector Employers PALTA and chair of the audit committee of IATA (The International Air Transport Association).

The Board of Directors has assessed the director nominees' independence based on the Finnish Corporate Governance Code's independence criteria and other factors and circumstances to be taken into account in the overall evaluation from both the standpoint of the Company and the nominees. The Board has also taken into account information provided by the nominees.

According to the evaluation carried out by the Board, all director nominees are independent of the Company's significant shareholders as none of the Company shareholders holds 10 per cent or more of the Company's shares or votes attached thereto. In addition, according to the Board's director-specific overall evaluation, all director nominees are non-executive and independent of the Company including Kim Wahl and Björn Wahlroos, although they have been, if re-elected, non-executive directors for 10 consecutive years or more. Based on the Board's overall evaluation of these director nominees' independence, their independence is not compromised due to their long service history, and no other factors or circumstances have been identified that could impair their independence.

The biographical details of all director nominees are available at www.upm.com/agm2022.

14.        Resolution on the remuneration of the auditor

Based on the proposal prepared by the Audit Committee, the Board of Directors proposes that the remuneration of the Company's auditor be paid against invoices approved by the Board of Directors' Audit Committee.

15.        Election of the auditor

Based on the proposal prepared by the Audit Committee, the Board of Directors proposes that PricewaterhouseCoopers Oy, a firm of authorised public accountants, be re-elected as the Company's auditor for a term that will continue until the end of the next Annual General Meeting.

PricewaterhouseCoopers Oy has notified the Company that Authorised Public Accountant (KHT) Mikko Nieminen would continue as the lead audit partner. Mikko Nieminen has held this position since 4 April 2019.

16.        Authorising the Board of Directors to decide on the issuance of shares and special rights entitling to shares

The Board of Directors proposes that the Board be authorised to decide on the issuance of new shares, transfer of treasury shares and issuance of special rights entitling to shares as follows:

The aggregate maximum number of new shares that may be issued and treasury shares that may be transferred is 25,000,000 including also the number of shares that can be received on the basis of the special rights referred to in Chapter 10, Section 1 of the Finnish Limited Liability Companies Act. The proposed maximum number of shares corresponds to approximately 4.7 per cent of the Company's registered number of shares at the time of the proposal.

The new shares and the special rights entitling to shares may be issued and the treasury shares transferred to the Company's shareholders in proportion to their existing shareholdings in the Company, or in a directed share issue, deviating from the shareholder's pre-emptive subscription right, if there is a weighty financial reason for doing so from the Company's point of view, such as using the shares as a consideration in potential mergers or acquisitions, to finance investments or other business-related transactions, to develop the Company's capital structure, or as a part of the Company's incentive plans.

The Board of Directors may also decide on a share issue without payment to the Company itself. In addition, the Board may decide to issue special rights referred to in Chapter 10, Section 1 of the Finnish Limited Liability Companies Act, which carry the right to receive, against payment, new shares in the Company or treasury shares in such a manner that the subscription price of the shares is paid in cash or by using the subscriber's receivable to offset the subscription price.

The new shares may be issued and the treasury shares transferred either against payment or without payment. The directed share issue may be without payment only if there is an especially weighty financial reason for doing so from the Company's point of view and taking the interests of the Company's all shareholders into consideration.

The subscription price of the new shares and the amount payable for the treasury shares shall be recorded in the reserve for invested non-restricted equity.

The Board shall decide on all other matters related to the issuances and transfers of shares and special rights entitling to shares. The authorisation will be valid for 18 months from the date of the resolution of the Annual General Meeting. If this authorisation is granted, it will revoke the authorisation to decide on the issuance of shares and special rights entitling to shares which was granted to the Board of Directors by the Annual General Meeting on 30 March 2021.

17.        Authorising the Board of Directors to decide on the repurchase of the Company's own shares

The Board of Directors proposes that the Board be authorised to decide on the repurchase of the Company's own shares as follows:

By virtue of the authorisation, the Board may decide to repurchase a maximum of 50,000,000 of the Company's own shares. The proposed maximum number of shares corresponds to approximately 9.4 per cent of the Company's registered number of shares at the time of the proposal. The authorisation includes also the right to accept the Company's own shares as a pledge.

The Company's own shares will be repurchased in public trading otherwise than in proportion to the existing shareholdings of the Company's shareholders at the market price quoted at the time of purchase on the trading places where the Company's shares or certificates entitling to its shares are traded, using the Company's non-restricted shareholders' equity. The purchase price for the shares will be paid according to the applicable rules of the trading places where the shares have been repurchased.

The shares will be repurchased to be used as a consideration in potential mergers or acquisitions, to finance investments or other business-related transactions, to develop the Company's capital structure, or as a part of the Company's incentive plans, or to be retained by the Company as treasury shares, transferred or cancelled.

The Board shall decide on all other matters related to the repurchase of the Company's own shares. The authorisation will be valid for 18 months from the date of the resolution of the Annual General Meeting. If this authorisation is granted, it will revoke the repurchase authorisation granted to the Board of Directors by the Annual General Meeting on 30 March 2021.

18.        Resolutions on the partial amendment of the Articles of Association

The Board of Directors proposes that the Annual General Meeting would decide to amend article 8 (Auditor). Following the stipulations of the EU Audit Regulation, the last year that PricewaterhouseCoopers Oy can act as the Company's auditor is 2023. As the rotation of the statutory auditor governed by the Audit Regulation approaches, the Board of Directors proposes that article 8 of the Articles of Association be amended to allow the Annual General Meeting to elect auditor also in advance for a term of one financial period. The proposal of the Board of Directors to amend article 8 also includes a reference to the Finnish Patent and Registration Office being the authority approving the auditor by operation of law.

The Board of Directors also proposes that the Annual General Meeting would decide to amend article 11 (Annual General Meeting) of the Articles of Association so that the Annual General Meeting shall decide, in addition to the items currently listed in article 11 of the Articles of Association, on the adoption of the remuneration policy, when necessary (amended article 11, second paragraph, new sub-item 6), on the adoption of the remuneration report (amended article 11, second paragraph, new sub-item 7), and that the numbering of current sub-items 6-10 of the second paragraph of article 11 be changed accordingly due to the above-mentioned amendments.

The current and proposed new wordings of the above-mentioned articles of the Articles of Association are available on the Company's website at www.upm.com/agm2022.

19.        Authorising the Board of Directors to decide on charitable contributions

The Board of Directors proposes that the Board be authorised to decide on contributions not exceeding a total of EUR 500,000 for charitable or corresponding purposes and that the Board be authorised to decide on the recipients, purposes and other terms and conditions of the contributions. Contributions would be primarily granted under the Company's Biofore Share and Care programme whose focus areas are reading and learning, engaging with communities and Beyond Fossils initiatives.

The authorisation is proposed to be valid until the next Annual General Meeting.

20.        Closing of the meeting

B. Documents of the Annual General Meeting

The proposals for the resolutions on the matters on the agenda of the Annual General Meeting as well as this notice, are available on UPM-Kymmene Corporation's website at www.upm.com/agm2022. The Annual Report of UPM-Kymmene Corporation, including the Company's Financial Statements, the Report of the Board of Directors and the Auditor's Report, as well as the Remuneration Report for the year 2021 will be available on the above-mentioned website as of 1 March 2022. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the Annual General Meeting will be available on the above-mentioned website as of 12 April 2022 at the latest.

C. Instructions for the participants of the Annual General Meeting

In order to prevent the spread of the Covid-19 pandemic, the meeting will be organised so that the shareholders and their proxy representatives are not allowed to be present at the meeting venue in person. This is necessary especially in order to ensure the health and safety of the Company's shareholders, employees and other stakeholders and compliance with the applicable restrictions set by the authorities. Shareholders and their proxy representatives cannot participate in the meeting through real-time telecommunications, but shareholders and the public may follow webcast from the meeting. The Company's shareholders and their proxy representatives can participate in the meeting and use shareholder rights only by voting in advance and by submitting counterproposals and asking questions in advance.

1. Shareholders registered in the shareholders' register

Each shareholder, who is registered on 17 March 2022 in the shareholders' register of the Company maintained by Euroclear Finland Oy, has the right to participate in the Annual General Meeting by voting in advance and by submitting counterproposals and asking questions in advance. A shareholder, whose shares are registered on the shareholder's personal Finnish book-entry account, is registered in the shareholders' register of the Company.

2. Registration and advance voting service

The registration period and advance voting period will commence on 4 March 2022 at 9:00 (EET), when the deadline for delivering counterproposals to be put to a vote has expired. Shareholders, who are registered in the Company's shareholders' register and who wish to participate in the Annual General Meeting by voting in advance, must register for the Annual General Meeting by giving a prior notice of participation and by delivering their votes in advance. Both the notice of participation and votes have to be received by no later than on 22 March 2022 at 16:00 (EET).

In connection with the registration, requested information such as the name, personal identification number, address and telephone number of the shareholder must be notified. If another representative than the proxy representative nominated by the Company is used, the requested information such as the name and personal identification number must be notified also regarding such proxy representative. The personal data given by the shareholders or the representatives to Euroclear Finland Oy, the Company or the proxy representative nominated by the Company will be used only in connection with the Annual General Meeting and with the processing of related registrations. For further information on how UPM-Kymmene Corporation processes personal data relating to the Annual General Meeting is available at www.upm.com/agm2022/privacy-statement.

Shareholders with a Finnish book-entry account can register and vote in advance on certain matters on the agenda during the period 4 March 2022 at 9:00 (EET) – 22 March 2022 at 16:00 (EET) in the following manners:

a) on the Company's website at www.upm.com/agm2022

For shareholders that are natural persons, registration requires strong electronic authentication. When shareholders who are natural persons log into the service through the Company's website, they are directed to the electronic authentication. After this, a shareholder can in one session register to the Annual General Meeting, authorise another person and vote in advance. Strong electronic authentication can be conducted with online banking codes or a mobile certificate.

For shareholders that are legal persons, no strong electronic authentication is required. However, shareholders that are legal persons must notify their book-entry account number and other required information. If a shareholder that is a legal person uses the electronic suomi.fi authorisation, registration requires strong electronic authentication from the authorised representative, which can be conducted with online banking codes or a mobile certificate.

b) by regular mail or e-mail

A shareholder may deliver an advance voting form available on the Company's website at www.upm.com/agm2022 to Euroclear Finland Oy by regular mail to Euroclear Finland Oy, AGM/UPM, P.O. Box 1110, FI-00101 Helsinki, Finland or by email to [email protected]. The completed advance voting form has to be received by Euroclear Finland Oy by no later than on 22 March 2022 at 16:00 (EET). The advance voting form will be available on the Company's website at www.upm.com/agm2022 no later than on 4 March 2022.

Representatives of the shareholders must in connection with delivering the voting form produce a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the Annual General Meeting.

If a shareholder participates in the Annual General Meeting by delivering votes in advance to Euroclear Finland Oy, the delivery of the votes before the end of the registration and advance voting period shall constitute due registration for the Annual General Meeting, provided that all information required for registration and advance voting is duly provided.

The terms and other instructions concerning the electronic voting are available on the Company's website at www.upm.com/agm2022.

3. Proxy representatives and powers of attorney

A shareholder may participate in the Annual General Meeting through a proxy representative. A proxy representative of a shareholder must also vote in advance in the manner described in this notice. Shareholders with a Finnish book-entry account also have the possibility, if they so wish, to use the Company's proxy authorisation service and authorise the independent proxy representative nominated by the Company, Anna Sahrakorpi, Attorney-at-law, or a person designated by her to represent the shareholder and exercise on their behalf the right to vote through the advance voting procedure in accordance with the voting instructions given by the shareholder. Authorising the independent proxy representative nominated by the Company will not accrue any costs for the shareholder, excluding possible postal fees for proxy documents.

The contact information of the independent proxy representative: Anna Sahrakorpi, Attorney-at-law, Hannes Snellman Attorneys Ltd, Eteläesplanadi 20, FI-00130 Helsinki, Finland, email: [email protected]. When authorising the independent proxy representative, the shareholder must deliver to her a dated proxy document as well as voting instructions no later than on 21 March 2022, by which time the documents must be received by the proxy representative.

A template for the proxy document and voting instructions will be available on the Company's website at www.upm.com/agm2022 no later than on 4 March 2022 once the deadline for delivering counterproposals to be put to a vote has expired.

Proxy representatives shall produce a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the Annual General Meeting. If a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares in different securities accounts, the shares in respect of which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting.

Delivery of a proxy document and votes in advance to Euroclear Finland Oy before the expiration of the period for the notice of participation constitutes due registration for the Annual General Meeting if the information required for registering for the meeting set out in C.2. above is included in the documents.

Shareholders that are legal persons can also use the electronic suomi.fi authorisation service instead of a traditional proxy document. In this case, the legal person shall authorise the authorised representative nominated by the legal person in the suomi.fi service at suomi.fi/e-authorizations by using the mandate theme “Representation at the General Meeting”. In the General Meeting service of Euroclear Finland Oy, the authorised representative shall in connection with registration use strong electronic authentication and thereafter the electronic authorisation is verified automatically. Strong electronic authentication can be conducted with online banking codes or a mobile certificate. Further information is available at suomi.fi/e-authorizations and on the Company's website at www.upm.com/agm2022.

4. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which he/she on the record date of the Annual General Meeting, i.e., on 17 March 2022, would be entitled to be registered in the shareholders' register of the Company held by Euroclear Finland Oy. The right to participate in the Annual General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily preregistered in the shareholders' register held by Euroclear Finland Oy by 10:00 (EET) on 24 March 2022 at the latest. As regards nominee registered shares, this constitutes a due registration for the Annual General Meeting.

Holders of nominee registered shares are advised to request without delay necessary instructions regarding the temporary registration in the shareholders' register of the Company, the issuing of proxy documents and preregistration for the Annual General Meeting from their custodian bank. The account management organisation of the custodian bank has to register a holder of nominee registered shares, who wishes to participate in the Annual General Meeting, temporarily in the shareholders' register of the Company by the time stated above at the latest. In addition, the account management organisation of the custodian bank must see to the voting in advance on behalf of a holder of nominee-registered shares within the registration period applicable to nominee-registered shares.

Further information on these matters can also be found on the Company's website at www.upm.com/agm2022.

5. Other information

Shareholders who hold at least one hundredth of all the shares in the Company have a right to make a counterproposal on the agenda items, to be placed for a vote. Such counterproposals are required to be sent to the Company by email to [email protected] no later than by 3 March 2022 at 10:00 (EET). In connection with making a counterproposal, shareholders are required to provide adequate evidence of shareholding. The counterproposal will be placed for a vote subject to the shareholder having the right to participate in the Annual General Meeting and that the shareholder holds at least one hundredth of all shares in the Company on the record date of the Annual General Meeting. Should the counterproposal not be placed for a vote at the meeting, the votes in favour of the proposal will not be taken into account. The Company will on 4 March 2022 publish on its website at www.upm.com/agm2022 the counterproposals, if any, that may be voted on.

A shareholder has the right to ask questions referred to in Chapter 5, Section 25 of the Finnish Limited Liability Companies Act with respect to the matters to be considered at the meeting. Such questions must be sent by email to [email protected] no later than 15 March 2022 at 16:00 (EET). As a prerequisite for presenting questions, shareholders must present sufficient evidence to the Company of their shareholdings. Such questions from shareholders, the Company's management's answers to them, and any counterproposals that have not been placed for a vote are available on the Company's website at www.upm.com/agm2022 on 18 March 2022. In connection with asking questions and making counterproposals, shareholders are required to provide adequate evidence of shareholding.

Information on the General Meeting required by the Finnish Limited Liability Companies Act and the Finnish Securities Markets Act is available at www.upm.com/agm2022.

Changes in the number of shares held after the record date of the Annual General Meeting shall not have an effect on the right to participate the meeting nor on the number of votes held by a shareholder in the meeting.

On the date of this notice of the Annual General Meeting, the Company has 533,735,699 shares representing the same number of votes.

Helsinki, 27 January 2022

UPM-Kymmene Corporation
Board of Directors

UPM-Kymmene Corporation
Pirkko Harrela
Executive Vice President, Stakeholder Relations

UPM, Media Relations
Mon-Fri 9:00-16:00 EET
tel. +358 40 588 3284
[email protected]

UPM
We deliver renewable and responsible solutions and innovate for a future beyond fossils across six business areas: UPM Fibres, UPM Energy, UPM Raflatac, UPM Specialty Papers, UPM Communication Papers and UPM Plywood. As the industry leader in responsibility, we are committed to the UN Business Ambition for 1.5°C and the science-based targets to mitigate climate change. We employ 17,000 people worldwide and our annual sales are approximately EUR 9,8 billion. Our shares are listed on Nasdaq Helsinki Ltd. UPM Biofore – Beyond fossils. www.upm.com

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